Hello everyone, welcome to the 2021 Annual Meeting of Shareholders for Exelon Corporation. I would like to introduce Mayo Shattuck, Chair of Exelon's Board of Directors. Mayo, I'll hand it off to you.
Good morning everyone. The 21st Annual Meeting of Exelon Corporation shareholders will now come to order. My name is Mayo Shattuck. I'm honored to welcome you to today's meeting, and I'm proud to serve as the Chair of Exelon's Board of Directors. With me today is Chris Crane, Exelon's President and CEO, and Gayle Littleton, Executive Vice President, General Counsel, and Corporate Secretary. Like each of you, all of our directors are attending today's meeting virtually. Also attending virtually are a number of our executive officers. We thank the executive team for their excellent work on behalf of your company. Before I begin, I direct your attention now to the slide shown that provides notice that today's meeting includes forward-looking statements under the securities laws that are subject to risks and uncertainties.
Factors that could cause actual results to differ materially from the forward-looking statements are discussed in Exelon's 2020 Annual Report on Form 10-K, as stated on this slide. This year, we are once again hosting our annual shareholder meeting online due to safety concerns in light of the ongoing COVID-19 pandemic. The safety of our employees and shareholders is our primary concern. You will hear more about what Exelon is doing to take care of its employees, customers, and communities during these unprecedented times later in today's presentation. Additionally, we received very positive feedback on the virtual format of last year's annual meeting. This format allows many more shareholders to participate and ask questions, which is one of the central purposes of this meeting. This meeting will be run with the same level of transparency and accountability that our shareholders expect and would receive at an in-person meeting.
If you are a shareholder logged into the virtual meeting platform, you will see a text box where you may enter questions that may be addressed during the question and answer portion of today's meeting. You will also see a vote button on your screen. The polls are now open, and if you've not yet voted, you may cast your ballot at any time. If today's meeting is interrupted due to technical difficulties, please check the investor relations section of our website for information about reconvening the meeting. Now, I'd like to make a few opening remarks. Exelon is committed to delivering stable growth, sustainable earnings, and an attractive dividend to you, our owners.
We do that through delivering excellent operating performance, supporting utility growth, seeking fair compensation for the zero-carbon attributes of our fleet, identifying solutions that respond to customers' needs, constantly assessing and responding to our market's changes in technology and changes in customer priorities, and being strong, supportive corporate citizens in all of our communities. I'm proud to say we did just that in 2020. We faced challenges in nearly every aspect of Exelon's business operations. The pandemic was by no means our only challenge. Continued low power prices, coupled with pandemic-driven reductions in load, had an impact. Our Illinois nuclear plants remained challenged by poor market design, and we announced our intention to retire the Dresden and Byron plants in fall of 2021 as a result. Social unrest driven by long-standing racial injustice engulfed all of our cities.
Despite these challenges, we delivered on our fundamentals: strong operations, strong customer focus, and effective financial management. Our operational performance across generation and utilities has remained excellent. Cost management is focused and effective, making a key contribution to the bottom line. We are supporting customers and communities through the pandemic and economic recovery. Our values continue to define our culture and shape our actions with both our workforce and our communities. Finally, we have concluded that separating our regulated utility and generation businesses is in the best interest of all of our stakeholders and are moving forward with that decision. Separation will establish two best-in-class standalone companies. First, a high-growth, high-quality, 100% regulated utility, and second, America's leading clean energy company, producing the most clean energy paired with the largest customer-facing business in the country.
It will better position each company within its peer set and will support business strategies tailored to distinct investment profiles and unique customer needs. The same operational expertise, customer focus, and financial discipline that you expect from this management team will continue to underpin the value propositions of each company. We will now attend to the business on our agenda. There are four vote proposals on the agenda today. I direct your attention to the rules of conduct included with the meeting materials. Gayle will now report on the legal requirements for our meeting.
Chairman. Thank you, Mr. Chairman. EQ Shareowner Services, our transfer agent, has prepared a certified list of the shareholders who are entitled to vote at this meeting. This list is available for shareholder inspection through the virtual meeting platform. Broadridge Investor Communication Solutions has certified that the meeting notice, proxy materials, and annual report were properly provided to shareholders. The Board of Directors has appointed the judges of election. They are Jim Wray of American Election Services and John Boyne of the Exelon Office of Corporate Governance. The judges report that more than 86% of the outstanding shares are represented at the meeting either by proxy or online. As a result, we have the necessary quorum to conduct this meeting.
Thank you, Gayle. On the basis of the Corporate Secretary's report, the meeting is properly called to order. Let's now turn to the business of our meeting. There are four items of business on the ballot today. The Board of Directors recommends that you vote in favor of proposals one through three and against proposal four. The first item of business is the election of the 12 directors who are nominated in the proxy statement. As disclosed in our proxy statement, all of Exelon's directors stand for election every year and must receive a majority of votes cast to be elected. Bios for each of our director nominees are presented in the proxy statement beginning on page 19. I want to take a moment to honor Nick DeBenedictis, who has retired from our board after nearly 20 years of service to Exelon.
We'd like to thank him for his outstanding and dedicated service. The second item of business is the ratification of PricewaterhouseCoopers as Exelon's independent auditors for 2021. Representatives of PwC are participating online and will be available to answer questions during the Q&A portion of our meeting. PwC has served as the company's auditor since Exelon's formation in 2000 and has become deeply familiar with the company's operations and businesses, accounting policies and practices, and internal control over financial reporting. The proxy statement details the process that management used to evaluate the independence, qualifications, compensation, and performance of PwC. This evaluation was the basis for the audit committee and board's retention of PwC and recommendation to shareholders to ratify its selection of PwC as Exelon's independent auditor for 2021. The third item of business is the say-on-pay vote.
This is an advisory vote regarding the 2020 compensation for Exelon's named executive officers. Details about the compensation program are disclosed in Exelon's proxy statement beginning on page 42, along with a discussion of Exelon's pay-for-performance philosophy, including the alignment of our incentive compensation goals with the company's overall business strategies. We will now proceed to the final proposal, the shareholder proposal from Steven Milloy. I will now turn the call over to Mr. Malloy to present his proposal.
Can everyone hear me?
Yes.
Yes?
Yes.
Good morning. My name is Steven Milloy. Does Exelon's management really believe that Black Lives Matter, or is that just a politically correct slogan that is cynically exploited? We'll come back to this. Fellow shareholders, my proposal is about management's eagerness to profit from the climate hoax and to profit from the child and slave labor that the green energy scam depends on. Management first tried to surf the climate hoax as a rationale for building new nuclear power plants, but that misguided effort failed miserably. So plan B is to sell more electricity by promoting and participating in what management hopes will be government mandates for electric cars. But consumers don't want electric cars. They're expensive, inconvenient, and offer no advantage over conventional cars. That's why the government has to bribe or mandate that people buy them.
Nevertheless, management is eager to profit from electric car mandates, carbon taxes, and whatever other pointless and politically correct climate policies they imagine will rescue our earnings from their incompetence. Now let's get to the details of my proposal. Electric car batteries require cobalt. 60% of cobalt comes from the Congo, which ranks 151st out of 162 on the Cato Institute's Human Freedom Index. Cobalt production in the Congo relies on forced child labor. I have the pictures. There are as many as 40,000 children who are forced to work, forced to work in the most brutal and dangerous conditions mining cobalt. Needless to say, the local environmental destruction is also incredible. Check out the link in the proxy statement, which will show you the photos of the forced child labor and environmental horrors.
Once cobalt is mined, 90% of it is processed in communist China, where more slave labor and environmental destruction occurs. Management wants to hide these realities from you. It plans to close its eyes to these human rights and environmental atrocities. Management wants to greenwash its complicity in these horrors by claiming it's saving the planet from climate change. Fellow shareholders, even if you have fallen for the climate hoax, you should listen to the words of Joe Biden's climate envoy, John Kerry. Last week, Kerry admitted that even if the whole world goes to zero emissions, the climate problem won't be solved. If zero emissions won't solve whatever climate problem is imagined to exist, what the hell are we doing? So our out-of-ideas management isn't combating climate change.
What management wants to do is profit off brutalized children literally slaving away in the human rights nightmare that is the Congo. It's immoral. So I have asked that management report to shareholders on the extent to which our business plan depends on these brutalized children, but our shameful management doesn't want us to know. Management doesn't want to report to shareholders on how many poor African children were killed, maimed, and brutalized per share. It's ironic since management pretends that it supports Black Lives Matter. But do Black Lives Matter when it comes to profiteering off electric cars made with brutal slave labor involving African children? Management's answer is a resounding no. My proposal is your chance to tell management that profiteering from forced child labor is indecent and immoral. Thank you for your attention.
Thank you, Mr. Malloy. As mentioned earlier, the Board of Directors recommends that you vote against the shareholder proposal for the reasons outlined in the proxy statement, primarily that the issue of the proposal is well outside Exelon's primary business focus and control. The board believes in the importance of ethical sourcing in its supply chain and unconditionally condemns the use of child labor and other human rights violations associated with the production of cobalt. However, these issues are best addressed through existing manufacturing supply chain initiatives of those involved in the production of rechargeable batteries, which we are not. Therefore, we do not believe the preparation of the requested report would have any value. We do not believe that the preparation of the requested report would have any value to Exelon's shareholders. Most shareholders voted by proxy in advance of today's meeting.
If you are a shareholder that has not yet voted, you may do so now through the online platform. We will now pause briefly for any final voting, after which the polls will be closed. At this time, the polls are now closed. Thank you for voting. Chris Crane will now make a few comments about Exelon's performance in 2020 and the outlook for 2021.
Thanks, Mayo, and thanks, everybody, for joining us. 2020 operational and financial performance was very strong. Utilities maintained excellent operations not only in the face of the pandemic, but in a punishing year for storms. Derechos, hurricanes, and in one day we had 13 tornadoes in the ComEd service territory. The power of the utilities platform paid off with mutual assistance across the fleet, helped achieve record restoration speeds. Each utility delivered excellent reliability, top decile outage frequency, and top quartile outage duration, reflected in our customer satisfaction scores. All of our utilities received their best on-record customer satisfaction scores for 2020. Nuclear had another very good year, generating 150 terawatt-hours of zero-emissions power, a capacity factor of 95.4%, which is our second-best ever. Nuclear fleet valuation remains a critical focus for Exelon Generation.
We're acting on several fronts, including in Illinois, to enable nuclear plants to compete with other sources of subsidized energy. Our competitive retail operations remain a strength. Our financial discipline and management is strong. Excellent operations and robust cost management led to our strong financial results. The pandemic reduced demand for electricity, which created a financial headwind for us, but we delivered on significant cost savings and closed the year within our original range of earnings guidance. Our success has been driven by several factors: a customer-focused investment strategy across our six utilities, reducing costs, continuing to invest in technologies and infrastructure, maximizing the value of our clean generation fleet through operational excellence, and advocacy for policies that recognize environmental and reliability benefits of nuclear energy, developing the workforce of the future, and helping to build a strong community everywhere that we operate.
Corporate citizenship remains a very key principle for Exelon. Major gaps in social justice and racial equality in this country became glaringly obvious last summer. We've doubled down on our work to support diverse and underserved communities and customers. We are using resources and voice to make our values clear and take action where we can make a difference. We're focused on community issues, workforce development and STEM education, and minority supplier support, with an emphasis on small businesses. We saw our best year ever for a diverse spend. We are working with customers on access to clean, affordable energy, particularly in our minority communities. We are driving a culture of accountability for diversity and equality and inclusion. We have a community-based strategy for workforce development, especially jobs developed for our urban underserved communities.
We are identifying jobs, building partners and alliances, and putting training programs in place in communities focused on young people and underserved or underemployed adults. We're also fighting the pandemic with every resource we have. Our employees, both in the field and working remote, are supporting our critical infrastructure functions. Our employees work in essential businesses and simply cannot stay home. They are the frontline workers reporting to the plants and the field offices daily to keep the lights on and the gas flowing. We are taking every action to protect them and our customers during this health crisis. Another milestone this year is the decision, as Mayo mentioned, to separate Exelon Generation and the utility business. The separation will spin out our generation business to you, our existing Exelon shareholders, creating two world-class companies.
The regulated utility business will deliver strong and above-average earnings growth, best-in-class operations, and attractive ESG attributes to enable the transition to a clean energy future. The generation business will be America's clean energy leader. It will provide electricity that is over 90% carbon-free with no coal generation, delivering sustainable solutions for our country's largest customers, our customer-facing platform. We anticipate having an investment-grade balance sheet on both entities. We are targeting to close by the end of the year. Regulatory approvals could potentially take longer, but we have a good plan for each. We'll hold fast to our fundamental values and our value proposition. We'll manage our balance sheet, pursue regulated growth, optimize our asset value, and provide an attractive dividend.
We will continue to advocate for clean energy, climate policies within the administration, Congress, and our states, and we'll be a partner and an ally to the communities we have served. We appreciate your confidence, and thank you. I'll turn it over to Gayle for the preliminary vote results.
Thank you, Chris. We have received the following preliminary results. The 12 nominees to the board have each received a majority of votes cast, and therefore each has been elected. PricewaterhouseCoopers has been ratified as Exelon's independent auditor for 2021, having received over 95% of the votes cast. The 2020 compensation of Exelon's named executive officers has been approved. The proposal received over 93% of the votes cast. The shareholder proposal from Steven Milloy received affirmative support from 5% of the votes cast and therefore has not passed. Final voting results will be included in the final report of the judges of election and filed with the SEC. The results will also be posted on the Exelon website within the next few days.
Thank you, Gayle. At this time, Chris and I or other members of management, if appropriate, will now answer your questions. Please refer to the rules of conduct posted on our meeting site. In order to allow you time to submit your questions, we will begin with a few questions that were submitted in advance of today's meeting. Gayle, I'll now turn it back to you to present some of these questions.
Thank you, Mayo. The first question is, what is the board doing to promote broader reactor use by Exelon in order to produce pollution-free electricity and reuse reactor fuel?
Yeah, I'll take that. This is Chris. We have done a significant amount of work on the reliability of our existing nuclear fleet to produce at high levels of performance. Twenty years ago, we had an average of 50% capacity factor. Now we're close to 95% capacity factor, and that's a significant contribution to the environment and the use of nuclear. At this point, it is very difficult to invest in a deregulated market and new reactor designs, and so we are not going forward with any plans on building at this point. We follow the new reactor designs and participate with the industry on what could be an affordable future. We also are working within the industry on an extension program for some of our reactors to operate an additional 20 years above their 60-year performance.
Thank you, Chris. The next question, this is a long one. Why does it no longer make sense to use cash flow from the generation business to invest in the utilities? I heard them note on the earnings call that RemainCo will issue about $1 billion of new equity to support utility growth. It seems this is counterintuitive to the strategy which we executed so successfully over the last few years. What is the magnitude of the dis-synergies? They were mentioned on the earnings call. We were doing things to mitigate these. What are they?
So we have had a very successful run since 2017 on our strategy on investing in utilities with a portion of the free cash flow from the generation company. But another strategy was also to reduce debt at the generation company. So if and when we ever decided to separate the two entities, that they would both be able to stand as investment grade. So the money's been used wisely over the years. As we came into 2020 and started our evaluation on the business model and the strategy going forward, it became very apparent that we're constraining the generation business from further growth and constraining the valuation of the utility business based off of the competitive integrated model.
That was the decision that was made, but it was only made because we have had a strong success in not only investing in utilities, but also success in reducing the debt at the Genco. We are the last standing competitive integrated in the industry, and we didn't rush to make this decision. We made it after we could soundly say to shareholders that we position both entities to succeed in the future on their own strategic initiatives.
Thank you, Chris. The next question is for Mayo. Why do you have so many board members?
Thanks, Gayle. The Corporate Governance Committee of the Board of Directors is responsible for the oversight of the size of the board. And in evaluating the appropriate size, the committee considers a number of factors, including the skills and experience of each director. And as you'd see in the proxy statement, one retirement this year and several more anticipated in the next few years. So the Corporate Governance Committee closely considers the pacing of expanding the board so that new members have sufficient overlap with the longer tenured directors to learn the business and understand the operations and culture of the board. We currently have 12 members on the Exelon board, which is only slightly larger than the average board size for the S&P 500, which is 11 members. So we're in the zone.
Thanks, Mayo. The next question is for Chris. What plans does Exelon have in place to deal with the increased infrastructure needs as the government pushes the increased use of electric vehicles? And what would be the cost to the company and electric consumers? This would include the need for increased generation as well as upgrades to transmission and distribution systems.
It definitely will take investment to support not only the electrification of vehicles but distributed generation, and that's what our utility engineers are focused on now. There's also a very strong focus that when we make capital investments, that we do it prudently and we protect the consumer from any rate shock that would be involved there. There's projections on the magnitude of the expected expansion and growth of both electrification of transportation, but also the continued growth of distributed generation. And that is all taken into consideration as we're looking at affordability and reliability of the system.
Another question now for Mayo. How does the compensation package of Exelon CEO compare with other CEOs of like-sized organizations?
Thanks, Gayle. Our compensation committee retains the services of an independent compensation consultant called Meridian Compensation Partners, and they provide counsel on executive and director compensation. Meridian provides us with information on market trends, and each year they benchmark our compensation against our peers. The CEO's compensation is developed by analyzing peer group compensation and performance data and is approved by the independent members of the board. Compared to the peer group of 21 companies, which you can find in the proxy statement, the compensation package for Exelon CEO approximates the market median of that peer group.
Thank you, Mayo. Now let me turn to our live questions. First, what do you see as the major roadblocks for spinning off Exelon Generation?
Regulatory approval is the major hurdle for that. We position the businesses, the management team, and the balance sheets to be able to facilitate that. But we have to go through and ensure that we satisfy the needs of our regulators, and that's what we're doing.
The next question. Exelon has called upon Biden to drastically cut greenhouse gas emissions by 2030. What kinds of investments would Exelon be comfortable with its utilities making specifically around energy procurement, rooftop solar, or job training that will enable their respective regions to move toward this goal?
We're actively engaged in all of the above right now. We're analyzing our distribution system and the reliability and capacity of that to enable further distributed generation. As I stated earlier, we have significant job training programs underway to continue that. A big focus for all our utilities is continued engagement on energy efficiency, and that's an investment that we can make and will make to support that goal.
Thank you, Chris. The next question. What will you do to ensure that the positive impacts of an upgraded grid, particularly in terms of capacity for solar, most directly benefit low-income ratepayers?
We've been engaged and have had success with our regulators in just that. Community solar initiatives were engaged in Illinois and policy generation right now that would continue to ensure that. It is a focus of ours. We think the underserved communities are not getting their share of the distributed generation at a fair price, as was projected in earlier estimated plans and legislation. So we're fighting for that now, and we'll continue to do that.
Thank you, Chris. We have time for one last question. Over the past year, cities large and small and your service areas have faced unprecedented struggles with unemployment and disinvestment. Exelon's utilities are continuing to collect late fees and resuming shutoffs while leaving customers with insurmountable debts. Do you feel comfortable with the current amount of customers in your service areas who are choosing between feeding their families and powering their homes? Assuming you do not, what will you do to address the root causes of the challenges your customers are facing?
Well, the assumption that we're not concerned is not valid. We are concerned. We've worked with our regulators and we're working with our customers on the programs that are available to them to help them in this difficult period. It's not only relief on bills. It's payment plans. There's many options that are across all the jurisdictions, and we'll continue to focus on that. We understand that the underserved and unemployed community is suffering, and the regulations and the legislation that we have been sponsoring and working on with our stakeholders is designed to support exactly that. Try not to put further stress on those that are under a great deal of distress right now.
Thank you, Chris. That's the last question.
Thank you, Gayle and Chris. This now concludes the question-and-answer portion of today's meeting. All appropriate questions that were not able to be addressed on today's call, I don't think there were anymore, will be answered in writing and posted on the investor relations section of the website. This concludes Exelon's 21st annual meeting of shareholders. We appreciate your support of Exelon. The meeting is now over, so thank you for joining us today, and please stay safe.